UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-KSB/A
 (Amendment
No. 1)
 MARK
ONE:
 
 x
              Annual
      Report Under Section 13 or 15(d) of the Securities Exchange Act of
      1934.
 For the
Fiscal year ended December 31, 2007
 
  ̈
              Transition
      Report Under Section 13 or 15 (d) of the Securities Exchange Act of
      1934
 For the
transition period from __________ to  _____________.
 
 Commission
file number 0-20726
 
 Kent
International Holdings, Inc.
 (Exact
name of small business issuer as specified in its charter)
 
 Nevada
              20-4888864(State
      or other jurisdiction of incorporation or organization)
              (I.R.S.
      Employer Identification No.)211 Pennbrook Road,
      P.O. Box 97, Far Hills, New Jersey
              07931(Address
      of principal executive offices)
              (Zip
      Code)
 
 Issuer’s
telephone number   (908)
766-7222
 
 Securities registered under
Section 12(b) of the Exchange Act:
 None
 
 Securities registered under
Section 12(g) of the Exchange Act:
 
 Common Stock, par value
$.002 per share
 (Title of
Class)
 
 Check
whether the issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act. o
 
 Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.Yes xNo  ̈
 
 Check if
there is no disclosure of delinquent filers in response to item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. x
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
 Yes x    No
 ̈
 
 The
issuer’s revenues for the fiscal year ended December 31, 2007 were approximately
$533,000.
 
 As of
February 29, 2008, there were 3,567,956 shares of common stock
outstanding.  The aggregate market value of the common stock held by
non-affiliates of the issuer, based upon the closing sale price on The Pink
Sheets on February 29, 2008, was approximately $3.6 million.
 
 Transitional
Small Business Disclosure Format   Yes  ̈  No x
  
  
  EXPLANATION
FOR AMENDMENT
  We
are filing this Amendment No. 1 to our Annual Report on Form 10-KSB filed with
the Securities and Exchange Commission (the “SEC”) on March 17, 2008 to include
information required by items 9, 10, 11, and 14 to Part III of Form 10-KSB
within the period required by General Instruction G(3) to Form
10-KSB.
 
 This
Amendment No. 1 does not reflect events occurring after the filing of our Annual
Report on Form 10-KSB or modify or update those disclosures affected by
subsequent events.  Except for the items described above or contained
in this Amendment No. 1, this Amendment No. 1 continues to speak as of the date
of the Annual Report, and does not modify, amend or update in any way the
financial statements or any other item or disclosures in our Annual Report on
Form 10-KSB.
 
 PART I
  Item
      1.  -
              DESCRIPTION
      OF BUSINESS
 
 General
 
 Except
for the historical information contained herein, the matters discussed in this
Annual Report on Form 10-KSB are forward-looking statements that involve risks
and uncertainties.  For a discussion of certain factors which may
affect the outcome projected in such statements, see Item 6 (“Management’s
Discussion and Analysis of Financial Condition and Results of Operations”) of
this Annual Report, as well as factors noted in the balance of this Item 1
(“Description of Business”).  Actual results may differ materially
from those projected.  These forward-looking statements represent the
Company’s judgment as of the date of the filing of this Annual
Report.  The Company disclaims, however, any intent or obligation to
update these forward-looking statements.
 
 Background
 
 Kent
International Holdings, Inc. (“Kent International” or “Company”), previously
known as Cortech, Inc. (“Cortech”), was a biopharmaceutical company whose
primary focus had been the discovery and development of novel therapeutics for
the treatment of inflammatory disorders.  Cortech was incorporated in
1982 in Colorado and reincorporated in Delaware in
1991.  Specifically, Cortech had directed its research and development
efforts principally toward protease inhibitors and bradykinin
antagonists.  Although these efforts produced certain intellectual
property rights, these rights are currently recorded at nil value as the Company
is not currently marketing them.
 
 In
response to disappointing test results and its loss of collaborative partner
support, Cortech implemented a series of workforce reductions which resulted in
the Company having no compensated employees from 1999 until November 2005, and
effectively discontinued all internal research and development
activities.  In addition, in 1998 Cortech decommissioned its
laboratories and sold all of its remaining scientific, technical and office
equipment.  As a result of these actions, Cortech no longer had the
staff or operative facilities required to conduct internal research and
development activities.
 
 On May
25, 2006, Cortech was reincorporated in Nevada by a merger with its wholly owned
subsidiary, Kent International Holdings, Inc.  The reincorporation
effected a change in Cortech’s legal domicile from Delaware to Nevada and a
change in the name from Cortech, Inc. to Kent International Holdings,
Inc.
 
 Business
Development Activities
 
 Our
current business plan is to serve as a vehicle for the acquisition of or merger
or consolidation with another company (a ‘‘target business’’).  The
Company may use its available working capital, capital stock, debt or a
combination of these to start a business or to effect a business combination
with a company seeking to establish a public trading market for its securities
while avoiding the time delays, significant expense, loss of voting control and
other burdens including significant professional fees of an initial public
offering.  A business combination may be with a financially stable,
mature company or a company that is in its early stages of development or
growth, which could include companies seeking to obtain capital and to improve
their financial stability.
  2
  The
Company will not restrict its search to any particular industry; rather, it may
investigate businesses of essentially any kind or nature and participate in any
type of business that may, in management's opinion, meet the business objectives
as described in this report.  The Company emphasizes that the
description in this report of the business objective of seeking an operating
business is extremely general and is not meant to restrict management discretion
to seek and enter into potential business opportunities.
 
 The
Company has not identified the particular business in which it will seek to
engage, nor has it conducted any market studies with respect to any business or
industry to evaluate the possible merits or risks of the target business or
industry in which the Company ultimately may operate.  To the extent
the Company enters into a business combination with a financially unstable
company or an entity in its early stage of development or growth, including
entities without established records of revenues or earnings, or starts its own
new business, the Company will become subject to numerous risks inherent in the
business and operations of financially unstable and early stage or developing
companies.  In addition, to the extent that the Company effects a
business combination with an entity in an industry characterized by a high level
of risk or starts its own new business in such an industry, the Company will
become subject to the currently unascertainable risks of that
industry.  An extremely high level of risk frequently characterizes
certain industries that experience rapid growth.  In addition,
although the Company will endeavor to evaluate the risks inherent in a
particular industry or target business, the Company cannot assure you that it
will properly ascertain or assess all significant risk factors.
 
 Sources
of target businesses
 
 Kent
International anticipates that target business candidates may be brought to the
Company’s attention from various unaffiliated sources, including securities
broker-dealers, investment bankers, private equity groups, venture capitalists,
bankers and other members of the financial community, who may present solicited
or unsolicited proposals.  The Company’s officers and directors and
their affiliates may also bring to the Company’s attention target business
candidates.  The Company has entered into non-exclusive agreements
with several finders and investment bankers and may engage such firms in the
future for which the Company may pay a finder's fee or other compensation if a
transaction is completed.
 
 Selection
of a target business and structuring of a business combination
 
 The
Company’s management will have significant flexibility in identifying and
selecting a prospective target business. In evaluating a prospective target
business, management may consider, among other factors, the
following:
 
 ·
              the
      financial condition and results of operation of the
  target;
 ·
              the
      growth potential of the target and that of the industry in which the
      target operates;
 ·
              the
      experience and skill of the target's management and availability of
      additional personnel;
 ·
              the
      capital requirements of the target;
 ·
              the
      competitive position of the target;
 ·
              the
      stage of development of the target's products, processes or
      services;
 ·
              the
      degree of current or potential market acceptance of the target's products,
      processes or services;
 ·
              proprietary
      features and the extent and quality of the intellectual property or other
      protection of the target's products, processes or
  services;
  3
  ·
              the
      regulatory environment of the industry in which the target
      operates;
 ·
              the
      prospective equity interest in, and opportunity for control of, the
      target; and
 ·
              the
      costs associated with effecting a business
  combination.
 
 These
criteria are not intended to be exhaustive.  Any evaluation relating
to the merits of a particular business combination will be based, to the extent
relevant, on the above factors as well as other considerations deemed relevant
by the Company’s management in connection with effecting a business combination
consistent with the Company’s business objective.  In connection with
the evaluation of a prospective target business, the Company anticipates that it
will conduct an extensive due diligence review that will encompass, among other
things, meetings with incumbent management and inspection of facilities, as well
as a review of financial or other information that will be made available to
us.
 
 Social
Networking Website
 
 Kent
International has developed a niche social networking website, www.chinauspals.com,
designed to promote cultural exchange between the citizens of the United States
and those of the People’s Republic of China.  Membership to the site
is free, thus, any potential revenues will be derived from advertisements placed
on the site by third parties.  The site provides users with access to
other users’ personal profiles and enables the user to send private messages to
other registered users of similar interests in order to develop lasting
friendships or simply attain a pen pal.  Chinauspals.com also features
user generated discussion forums and blogs as well as user submitted videos and
pictures.
 
 Risk
Factors
 
 Our
business development activities and website produce losses
 
 The
Company has had net losses of $301,000 and $212,000 in 2007 and 2006,
respectively.  At December 31, 2007, the accumulated deficit was
$88,808,000.  The Company does not expect that its business
development activity or social networking website will generate any significant
revenues for an indefinite period as these efforts are in their early
stages.  As a result, these activities will produce losses until such
time as meaningful revenues are achieved.
 
 Our
social networking website might not be viewable in China and will continue to
produce losses for an indefinite period.
 
 We face
the risk that our website will not be viewable in China or will be deliberately
blocked by the government of the People’s Republic of China.  Internet
usage and content are heavily regulated in China and compliance with these laws
and regulations may cause us to change or limit our business practices in a
manner adverse to our business.
 
 The
expenses related to identifying a target business and to complete a business
combination will increase the losses of the Company.
 
 Until
presented with a specific opportunity for a business combination, the Company is
unable to ascertain with any degree of certainty the time and costs required to
select and evaluate a target business and to structure and complete the business
combination.  Any costs incurred in connection with the identification
and evaluation of a prospective target business with which a business
combination is not ultimately completed will result in a loss to the Company and
reduce the amount of capital otherwise available to complete a business
combination and thereafter operate the acquired business.  Kent
International cannot assure you that it will be successful in identifying a
target business and completing a business combination on terms favorable to its
stockholders, if at all.
  4
  The
tax treatment of a potential business combination is not clear.
 
 The
Company will endeavor to structure a business combination so as to achieve the
most favorable tax treatment to it and to the target business and the
stockholders of both companies.  Kent International cannot assure you,
however, that the Internal Revenue Service or appropriate state tax authorities
will agree with the Company’s tax treatment of the business
combination.
 
 We
have limited ability to evaluate the target business' management; we cannot
anticipate what role, if any, the Company’s management will play in a combined
business and whether our management has the necessary experience to manage the
combined business; we do not know if we will be able to recruit more management
if necessary.
 
 Although
the Company intends to carefully scrutinize the management of a prospective
target business before effecting a business combination, it cannot assure you
that its assessment of the target's management will prove to be
correct.  In addition, the Company cannot assure you that the target's
future management will have the necessary skills, qualifications or abilities to
manage a public company.  Furthermore, the future role of the
Company’s officers and directors, if any, in the target business cannot
presently be stated with any certainty.  While it is possible that one
or more of the Company’s officers and directors will remain associated in some
capacity following a business combination, it is uncertain whether all of them
will devote their full efforts to the Company’s affairs after a business
combination.  Moreover, the Company cannot assure you that its
officers and directors will have significant experience or knowledge relating to
the operations of the particular target business.
 
 The
Company may seek to recruit additional management personnel to supplement the
incumbent management of the target business.  The Company cannot
assure you, however, that it will be able to recruit additional managers who
have the requisite skills, knowledge or experience necessary to enhance the
incumbent management and successfully operate the target business.
 
 In
our search for an appropriate combination partner, we will have to compete with
other entities with more experience and greater resources; after a successful
business combination we will have to face the competitors of the operating
company we combine with.
 
 The
Company may encounter intense competition from other entities seeking to combine
with a privately held operating company.  Many of these entities,
including financial consulting companies and venture capital firms, have longer
operating histories and have extensive experience in identifying and effecting
business combinations.  Many of these competitors also possess
significantly greater financial, technical and other resources than does the
Company.  Kent International cannot assure you that it will be able to
effectively compete with these entities. Consequently, Kent International may
acquire a company with less favorable prospects then it would otherwise prefer,
thus making its long-term prospects for success less likely.
 
 If the
Company effects a business combination, it will become subject to competition
from the competitors of the acquired business.  In particular,
industries that experience rapid growth frequently attract larger numbers of
competitors, including competitors with greater financial, marketing, technical
and other resources than the Company.  The Company cannot ascertain
the level of competition it will face if it effects a business combination, and
it cannot assure you that it will be able to compete successfully with these
competitors.
 
 The
Pink Sheets are characterized by high volatility which may negatively affect our
stock price.
 
 Our
common stock is quoted on the Pink Sheets under the symbol
“KNTH”.  The Pink Sheets and the price of our common stock are
characterized by high volatility.  The Company cannot guarantee any
market for its shares of common stock, and cannot guarantee that any stable
market for its shares of common stock will develop or be
sustained.  The Company cannot predict the effect, if any, that our
business activities or a business combination might have on the market
price.
  5
  Employees
 
 As of
December 31, 2007, the company did not have any compensated
employees.
 
 ITEM
      2.  -
              DESCRIPTION OF
      PROPERTY
 
 None
 
 ITEM
      3.  -
              LEGAL
      PROCEEDINGS
 
 None
 
 ITEM
      4.  -
              SUBMISSION OF MATTERS
      TO A VOTE OF SECURITY
HOLDERS
 
 None
  6
  PART II
 
 ITEM
      5.  -
              MARKET FOR COMMON
      EQUITY AND RELATED STOCKHOLDER
MATTERS
 
 Shareholders
of Record
 
 At
February 29, 2008, the Company had approximately 398 stockholders of
record.
 
 Market
Information
 
 Since
August 2, 2005, the Company’s common stock has been quoted on The Pink Sheets,
first under the symbol “CRTQ” and then, effective June 8, 2006, under the symbol
“KNTH”.  The table below lists the high and low bid prices for the
common stock as reported in The Pink Sheets for the periods indicated. These
prices represent inter-dealer quotations without retail markups, markdowns or
commissions, and may not represent actual transactions.
 
 Calendar
      Quarter Ended:
              
              High
              
              
              Low2007
              March
      31
              
              $
              2.83
              
              
              $
              2.61June
      30
              
              
              2.90
              
              
              
              2.80September
      30
              
              
              3.10
              
              
              
              2.57December
      31
              
              
              2.66
              
              
              
              2.512006
              March
      31
              
              $
              2.72
              
              
              $
              1.50June
      30
              
              
              2.71
              
              
              
              1.50September
      30
              
              
              2.67
              
              
              
              2.25December
      31
              
              
              2.65
              
              
              
              2.45
 
 Dividends
 
 The
Company has not paid any cash dividends on its common stock since its inception
and does not anticipate paying any cash dividends in the foreseeable
future.
 
 Repurchase
Plans
 
 In
October 2000, the Board of Directors approved a stock repurchase program
authorizing the Company to repurchase up to 320,000 shares of its Common Stock
at prices deemed favorable from time to time in the open market or in privately
negotiated transactions subject to market conditions, the Company’s financial
position and other considerations.  This program has no expiration
date.  Although no shares were repurchased during the quarter ended
December 31, 2007, between October 2000 and December 31, 2007 a total of 186,464
shares of Common Stock were repurchased for approximately $632,671, resulting in
133,536 shares remaining authorized for repurchase under the
program.  All shares repurchased were returned to the status of
authorized but unissued shares.
  7
  Equity
Compensation Plan Information
 
 The
following table sets forth information about the shares of the Company’s common
stock that may be issued upon the exercise of options granted to employees under
the Company’s 1986 Stock Option Plan and the Company’s 1993 Equity Incentive
Option Plan:
 
 Plan
      Category
              
              (a)
      Number of Securities to be Issued Upon Exercise of Outstanding Options,
      Warrants and Rights
              
              
              (b)
      Weighted-Average Exercise Price of Outstanding Options, Warrants and
      Rights
              
              
              (c)
      Number of Securities Remaining Available for Future Issuance Under Equity
      Compensation Plans Excluding Securities Reflected in Column
      (a)Equity
      Compensation Plans Approved by Security Holders1986
      Stock Option Plan
              
              
              100,000
              
              
              $
              3.50
              
              
              
              200,0001993
      Equity Incentive Plan
              
              
              20,000
              
              
              
              3.50Total
              
              
              120,000
              
              
              $
              3.50
              
              
              
              200,000
 
 The
Company’s 1986 Stock Option Plan (“1986 Plan”) authorizes the grant of stock
options to officers and employees of the Company to purchase an aggregate of
300,000 shares of common stock.  No options were granted in 2007 or
2006.
 
 The
Company’s 1993 Equity Incentive Plan (“1993 Plan”), approved by the stockholders
on May 10, 1994, authorizes the issuance of 340,000 shares through the grant of
options to purchase common stock, stock bonuses, and rights to purchase
restricted stock.  The 1993 Plan was terminated on December 9, 2003
and no further options may be awarded under this plan.
 
 The stock
options granted under either plan may be incentive stock options (“ISO”) or
nonstatutory stock options (“NSO”).  The Board of Directors may set
the rate at which the options expire, subject to limitations discussed
below.  However, no options shall be exercisable after the tenth
anniversary of the date of grant or, in the case of ISOs, three months following
termination of employment, except in cases of death or disability, for which the
time or exercisability is extended.  In the event of dissolution,
liquidation or other corporate reorganization, all stock options outstanding
under the 1986 Plan and the 1993 Plan would become exercisable in
full.
 
 ISOs may
not be granted at an exercise price of less than the fair market value of the
common stock at the date of grant.  If an ISO is granted to an
employee who owns more than 10% of the Company’s total voting stock, such
exercise price shall be at least 110% of fair market value of the common stock,
and the ISO shall not be exercisable until after five years from the date of
grant.  The exercise price of each NSO may not be less than 85% of the
fair market value of the common stock at the date of grant.
 
 Each of
these plans also provides for stock appreciation rights, which may be granted
with respect to any stock option.  No stock appreciation rights have
been granted through December 31, 2007.
  8
  ITEM
      6.  -
              MANAGEMENT’S
      DISCUSSION AND ANALYSIS
 
 The
following discussion and analysis should be read in conjunction with the
Company’s Financial Statements and Notes thereto included elsewhere in this Form
10-KSB.  Statements in this report relating to future plans,
projections, events or conditions are forward-looking
statements.  Such statements are subject to risks and uncertainties
that could cause actual results to differ materially from those projected and
include, but are not limited to, the risks discussed below, the risks discussed
in the section of this Form 10-KSB entitled “Description of Business” and risks
discussed elsewhere in this Form 10-KSB.  The Company expressly
disclaims any obligation or undertaking to update these statements in the
future.
 
 Organization
 
 The
Company, previously known as Cortech, Inc., was a biopharmaceutical company
whose primary focus had been the discovery and development of novel therapeutics
for the treatment of inflammatory disorders.  Specifically, Cortech
had directed its research and development efforts principally toward protease
inhibitors and bradykinin antagonists.  Although these efforts
produced certain intellectual property rights, these rights are currently
recorded at nil value as the Company is not currently marketing
them.
 
 In
response to disappointing test results and its loss of collaborative partner
support, Cortech implemented a series of workforce reductions which resulted in
the Company having no compensated employees from 1999 until November 2005, and
effectively discontinued all internal research and development
activities.  In addition, in 1998 Cortech decommissioned its
laboratories and sold all of its remaining scientific, technical and office
equipment.  As a result of these actions, Cortech no longer had the
staff or operative facilities required to conduct internal research and
development activities.
 
 On May
25, 2006, Cortech was reincorporated in Nevada by a merger with its wholly owned
subsidiary, Kent International Holdings, Inc.  The reincorporation
effected a change in Cortech’s legal domicile from Delaware to Nevada and a
change in the name from Cortech, Inc. to Kent International Holdings,
Inc.
 
 Business
Activities
 
 Our
current business plan is to serve as a vehicle for the acquisition of or merger
or consolidation with another company (a ‘‘target business’’).  We
intend to use our available working capital, capital stock, debt or a
combination of these to effect a business combination with a target business
which we believe has significant growth potential.  The business
combination may be with a financially stable, mature company or a company that
is in its early stages of development or growth, which could include companies
seeking to obtain capital and to improve their financial
stability.  We will not restrict our search to any particular
industry.  Rather, we may investigate businesses of essentially any
kind or nature and participate in any type of business that may, in our
management’s opinion, meet our business objectives as described in this
report.  We emphasize that the description in this report of our
business objectives is extremely general and is not meant to restrict the
discretion of our management to search for and enter into potential business
opportunities.  We have not chosen the particular business in which we
will engage and have not conducted any market studies with respect to any
business or industry for you to evaluate the possible merits or risks of the
target business or the particular industry in which we may ultimately
operate.  To the extent we enter into a business combination with a
financially unstable company or an entity in its early stage of development or
growth, including entities without established records of sales or earnings, we
will become subject to numerous risks inherent in the business and operations of
financially unstable and early stage or potential emerging growth
companies.  In addition, to the extent that we effect a business
combination with an entity in an industry characterized by a high level of risk,
we will become subject to the currently unascertainable risks of that
industry.  An extremely high level of risk frequently characterizes
certain industries that experience rapid growth.  In addition,
although we will endeavor to evaluate the risks inherent in a particular
industry or target business, we cannot assure you that we will properly
ascertain or assess all significant risk factors.
  9
  Additionally,
Kent International has developed a niche social networking website, www.chinauspals.com,
designed to promote cultural exchange between the citizens of the United States
and those of the People’s Republic of China.  Membership to the site
is free, thus, any potential revenues will be derived from advertisements placed
on the site by third parties.  The site provides users with access to
other users’ personal profiles and enables the user to send private messages to
other registered users of similar interests in order to develop lasting
friendships or simply attain a pen pal.  Chinauspals.com also features
user generated discussion forums and blogs as well as user submitted videos and
pictures.
 
 We face
the risk that our website will not be viewable in China or will be deliberately
blocked by the government of the People’s Republic of China.  Internet
usage and content are heavily regulated in China and compliance with these laws
and regulations may cause us to change or limit our business practices in a
manner adverse to our business.
 
 The
Company does not expect that these activities will generate any significant
revenues for an indefinite period as these efforts are in their early
stages.  As a result, these programs may produce significant losses
until such time as meaningful revenues are achieved.
 
 Results
of Operations
 
 Kent
International had a net loss of approximately $301,000, or $0.08 basic and fully
diluted loss per share, for the year ended December 31, 2007 compared to a net
loss of $212,000, or $0.06 basic and fully diluted income per share, for the
year ended December 31, 2006.  The increase in the net loss was
principally due to costs related to the separation agreement with Dr. Qun Yi
Zheng, our former President.
 
 Revenues
 
 Revenues
were approximately $533,000 and $564,000 for the years ended December 31, 2007
and 2006, respectively.  Interest income increased to $518,000 in 2007
from $512,000 in 2006 due to higher yields on invested balances. The Company
recorded $15,000 in other income for 2007 in connection with a patent licensing
agreement and $52,000 in other income in 2006, of which $50,000 was related to
the one time sale of certain of the Company’s pharmaceutical patent rights to
Accuthera, Inc., a Colorado corporation, in September 2006.  These
patents are recorded on the Company’s books at a zero carrying value and the
Company does not anticipate significant earnings in the future in connection
with either agreement.
 
 Expenses
 
 General
and administrative expenses were $795,000 in 2007 compared to $775,000 in
2006.  The increase of $20,000 was primarily attributed to costs
associated with the separation agreement with Dr. Qun Yi Zheng of approximately
$136,000 and an approximately $29,000 increase in expenses associated with
operating www.chinauspals.com
including salary and benefits for a Marketing Director, depreciation, hosting
fees and marketing materials.  These increases were partially offset
by a decrease of approximately $31,000 in international travel and entertainment
expenses related to our business development activities, a decrease of
approximately $7,000 in legal fees related to our reincorporation in Nevada in
2006, and a decrease in other administrative expenses of approximately
$57,000.  The $136,000 in expenses associated with Dr. Zheng’s
separation agreement were also partially offset by the $50,000 in salary that
the Company would have been obligated to pay Dr. Zheng had he continued his
employment after August 31, 2007.
  10
  The
Company recorded a charge of approximately $38,000 in June 2007 to write off
certain website development costs related to our social networking website,
ChinaUSPals.com.  These costs were associated with a beta version of
the website that the Company is no longer utilizing.
 
 Liquidity
and Capital Resources
 
 At
December 31, 2007, the Company had cash and cash equivalents of approximately
$28,000.  Cash and cash equivalents consist of cash held in banks and
brokerage firms.  The Company had short-term investments, consisting
of U.S. treasury bills with original maturities of six months, of $10.55 million
at December 31, 2007.  Working capital at December 31, 2007 was
approximately $10.556 million.  Management believes its cash and cash
equivalents are sufficient for its business activities for the at least the next
12 months and for the costs of seeking an acquisition of an operating
business.
 
 Net cash
of $283,000 was used in operations during 2007, a decrease of $7,000 over the
$290,000 used in operations during 2006.  This decrease resulted
primarily from the decrease in expenses as previously described in the Expenses
section of the Management’s Discussion and Analysis.
 
 Net cash
of $290,000 was provided by investing activities in 2007, primarily by the
amount that the sales and maturities exceeded the purchases of short-term
investments.  Net cash of $41,000 was used for investing activities in
2006 principally for development of the social networking website.
 
 The
Company used $5,000 for financing activities for the year ended December 31,
2007 to repurchase 2,000 shares of common stock compared to $68,000 to
repurchase 24,984 shares during 2006.
 
 Factors
Which May Affect Future Results
 
 Future
earnings of the Company are dependent on interest rates earned on the Company’s
invested balances and expenses incurred. The Company expects to incur
significant expenses in connection with its objective of redeploying its assets
into an operating business.
 
 Other
Disclosures – Related Party Transactions
 
 A monthly
management fee of $21,000 is paid to Kent Financial Services, Inc. (“Kent”), a
Nevada corporation, for management services.  These services include,
among other things, periodic and other filings with the Securities and Exchange
Commission, evaluating merger and acquisition proposals, internal accounting and
shareholder relations.  This arrangement may be terminated at will by
either party.  Kent was the beneficial owner of approximately 53.25%
of the Company’s outstanding common stock at December 31, 2007.  Paul
O. Koether, Chairman of the Company is also the Chairman of Kent and the
beneficial owner of approximately 56.17% of Kent’s outstanding common
stock.  Bryan P. Healey, Chief Financial Officer of the Company is
also the Chief Financial Officer of Kent and the son-in-law of Paul O.
Koether.
 
 Off-Balance
Sheet Arrangements
 
 The
Company has no off-balance sheet arrangements.
 
 Contractual
Commitments
 
 The
Company has no contractual commitments.
  11
  Other
Matters
 
 As of
December 31, 2007, Kent International had approximately $77.6 million of net
operating loss carryforwards (“NOL”) for income tax purposes.  In
addition, Kent International has approximately $1.85 million of research and
development and foreign tax credit carryforwards available to offset future
federal income tax, subject to limitations for alternative minimum
tax.  The NOLs and tax credit carryforwards expire in various years
from 2008 through 2026.  Kent International’s use of operating loss
carryforwards and tax credit carryforwards is subject to limitations imposed by
the Internal Revenue Code.  Management believes that the deferred tax
assets as of December 31, 2007 do not satisfy the realization criteria set forth
in SFAS No. 109 and has recorded a valuation allowance for the entire net tax
asset.  By recording a valuation allowance for the entire amount of
future tax benefits, the Company has not recognized a deferred tax benefit for
income taxes in its statements of operations.
 
 ITEM
      7.  -
              FINANCIAL
      STATEMENTS
 
 The
financial statements filed with this item are listed below:
 
 Report of
Independent Registered Public Accounting Firm
 
 Financial
Statements:
 
 Balance
Sheet as of December 31, 2007
 
 Statements
of Operations for the Years ended December 31, 2007 and 2006
 
 Statements
of Cash Flows for the Years ended December 31, 2007 and 2006
 
 Statements
of Stockholders’ Equity for the Years ended
 December
31, 2007 and 2006
  Notes to
Financial Statements
  12
  Report
of Independent Registered Public Accounting Firm
 
 To the
Stockholders’ and Board of Directors of Kent International Holdings,
Inc.
 
 We have
audited the accompanying balance sheet of Kent International Holdings, Inc. as
of December 31, 2007 and the related statements of operations, stockholders’
equity, and cash flows for the years ended December 31, 2007 and
2006.  These financial statements are the responsibility of the
Company’s management.  Our responsibility is to express an opinion on
these financial statements based on our audit.
 
 We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting.  Accordingly, we express no
such opinion.  An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audit provides a reasonable basis
for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Kent International Holdings, Inc.
as of December 31, 2007, and the results of operations and cash flows for each
of the two years in the period ended December 31, 2007, in conformity with U.S.
generally accepted accounting principles.
 
 
 /s/
Paritz & Company, P.A.
 
 March 3,
2008
 Hackensack,
New Jersey
  13
  KENT
INTERNATIONAL HOLDINGS, INC.
 BALANCE
SHEET
 As of
December 31, 2007
 (in
thousands, except share amounts)
 
 ASSETSCurrent
      Assets:Cash
      and cash equivalents
              
              $
              28Short-term
      investments
              
              
              10,550Prepaid
      expenses
              
              
              8Total
      current assets
              
              
              10,586Property
      and equipment, net
              
              
              6Other
      assets
              
              
              6Total
      assets
              
              $
              10,598LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      liabilities:Accounts
      payable and accrued expenses
              
              $
              30Stockholders'
      equity:Preferred
      stock, $.002 par value; 2,000,000 shares authorized; none
      outstanding
              
              
              -Common
      stock, $.002 par value;10,000,000 shares authorized;  3,567,956
      shares issued and outstanding
              
              
              7Additional
      paid-in capital
              
              
              99,369Accumulated
      deficit
              
              
              (88,808
              )Total
      stockholders' equity
              
              
              10,568Total
      liabilities and stockholders' equity
              
              $
              10,598
 
 
 See
accompanying notes to financial statements.
  14
  KENT
INTERNATIONAL HOLDINGS, INC.
 STATEMENTS
OF OPERATIONS
 (in
thousands, except per share amounts)
 
 
 Year
      Ended December 31,2007
              
              
              2006Revenues:Interest
              
              $
              518
              
              
              $
              512Sale
      of patent rights
              
              
              
              
              
              
              50Other
      income
              
              
              15
              
              
              
              2Total
      revenues
              
              
              533
              
              
              
              564Expenses:General
      and administrative
              
              
              795
              
              
              
              775Write
      off capitalized software costs
              
              
              38Total
      expenses
              
              
              833
              
              
              
              775Loss
      before income taxes
              
              
              (300
              )
              
              
              (211
              )Provision
      for income taxes
              
              
              1
              
              
              
              1Net
      loss
              
              $
              (301
              )
              
              $
              (212
              )Basic
      and diluted net loss per common share
              
              $
              (0.08
              )
              
              $
              (0.06
              )Basic
      and diluted weighted average number of common shares
      outstanding
              
              
              3,568
              
              
              
              3,577
 
 
 See
accompanying notes to financial statements.
  15
  KENT
INTERNATIONAL HOLDINGS, INC.
 STATEMENTS
OF CASH FLOWS
 (in
thousands)
 
 
 Year
      Ended December 31,2007
              
              
              2006Cash
      flows from operating activities:Net
      loss
              
              $
              (301
              )
              
              $
              (212
              )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
              
              
              4Write
      off capitalized software costs
              
              
              38Interest
      receivable on short-term investments
              
              
              7
              
              
              
              (4
              )Change
      in prepaid expenses and other current assets
              
              
              13
              
              
              
              (14
              )Change
      in other assets
              
              
              
              
              
              
              (5
              )Change
      in accounts payable and accrued expenses
              
              
              (44
              )
              
              
              (55
              )Net
      cash used in operating activities
              
              
              (283
              )
              
              
              (290
              )Cash
      flows from investing activities:Purchases
      of short-term investments
              
              
              (21,157
              )
              
              
              (21,708
              )Sales
      and maturities of short-term investments
              
              
              21,461
              
              
              
              21,701Acquisition
      of property and equipment
              
              
              (14
              )
              
              
              (34
              )Net
      cash provided by (used in) investing activities
              
              
              290
              
              
              
              (41
              )Cash
      flows from financing activities:Repurchase
      of common stock
              
              
              (5
              )
              
              
              (68
              )Net
      increase (decrease) in cash and cash equivalents
              
              
              2
              
              
              
              (399
              )Cash
      and cash equivalents at beginning of period
              
              
              26
              
              
              
              425Cash
      and cash equivalents at end of period
              
              $
              28
              
              
              $
              26Supplemental
      disclosure of cash flow information:Cash
      paid for:Taxes
              
              $
              1
              
              
              $
              1
 
 
 See
accompanying notes to financial statements.
  16
  KENT
INTERNATIONAL HOLDINGS, INC.
 STATEMENTS
OF STOCKHOLDERS' EQUITY
 (in
thousands)
 
 AdditionalCommon
      Stock
              
              
              Paid
      in
              
              
              AccumulatedShares
              
              
              Amount
              
              
              Capital
              
              
              Deficit
              
              
              TotalBalance
      December 31, 2005
              
              
              3,595
              
              
              $
              7
              
              
              $
              99,442
              
              
              $
              (88,295
              )
              
              $
              11,154Repurchase
      of common stock
              
              
              (25
              )
              
              
              
              
              
              
              (68
              )
              
              
              
              
              
              
              (68
              )Net
      loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (212
              )
              
              
              (212
              )Balance
      December 31, 2006
              
              
              3,570
              
              
              
              7
              
              
              
              99,374
              
              
              
              (88,507
              )
              
              
              10,874Repurchase
      of common stock
              
              
              (2
              )
              
              
              
              
              
              
              (5
              )
              
              
              
              
              
              
              (5
              )Net
      loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (301
              )
              
              
              (301
              )Balance
      December 31, 2007
              
              
              3,568
              
              
              $
              7
              
              
              $
              99,369
              
              
              $
              (88,808
              )
              
              $
              10,568
 
 See
accompanying notes to financial statements.
  17
  KENT
INTERNATIONAL HOLDINGS, INC.
 Notes
to Financial Statements
 For the
Years Ended December 31, 2007 and 2006
 
 NOTE
1 – Organization
 
 The
Company, previously known as Cortech, Inc., was a biopharmaceutical company
whose primary focus had been the discovery and development of novel therapeutics
for the treatment of inflammatory disorders.  Specifically, Cortech
had directed its research and development efforts principally toward protease
inhibitors and bradykinin antagonists.  These efforts produced certain
intellectual property rights.
 
 In
response to disappointing test results and its loss of collaborative partner
support, Cortech implemented a series of workforce reductions which resulted in
the Company having no compensated employees from 1999 until November 2005, and
effectively discontinued all internal research and development
activities.  In addition, in 1998 Cortech decommissioned its
laboratories and sold all of its remaining scientific, technical and office
equipment.  As a result of these actions, Cortech no longer had the
staff or operative facilities required to conduct internal research and
development activities.
 
 On May
25, 2006, Cortech was reincorporated in Nevada by a merger with its wholly owned
subsidiary, Kent International Holdings, Inc.  The reincorporation
effected a change in Cortech’s legal domicile from Delaware to Nevada and a
change in the name from Cortech, Inc. to Kent International Holdings,
Inc.
 
 Nature
of Business and Associated Risk
 
 Our
current business plan is to serve as a vehicle for the acquisition of or merger
or consolidation with another company (a ‘‘target business’’).  We
intend to use our available working capital, capital stock, debt or a
combination of these to effect a business combination with a target business
which we believe has significant growth potential.  The business
combination may be with a financially stable, mature company or a company that
is in its early stages of development or growth, which could include companies
seeking to obtain capital and to improve their financial
stability.  We will not restrict our search to any particular
industry.  Rather, we may investigate businesses of essentially any
kind or nature and participate in any type of business that may, in our
management’s opinion, meet our business objectives as described in this
report.  We emphasize that the description in this report of our
business objectives is extremely general and is not meant to restrict the
discretion of our management to search for and enter into potential business
opportunities.  We have not chosen the particular business in which we
will engage and have not conducted any market studies with respect to any
business or industry for you to evaluate the possible merits or risks of the
target business or the particular industry in which we may ultimately
operate.  To the extent we enter into a business combination with a
financially unstable company or an entity in its early stage of development or
growth, including entities without established records of sales or earnings, we
will become subject to numerous risks inherent in the business and operations of
financially unstable and early stage or potential emerging growth
companies.  In addition, to the extent that we effect a business
combination with an entity in an industry characterized by a high level of risk,
we will become subject to the currently unascertainable risks of that
industry.  An extremely high level of risk frequently characterizes
certain industries that experience rapid growth.  In addition,
although we will endeavor to evaluate the risks inherent in a particular
industry or target business, we cannot assure you that we will properly
ascertain or assess all significant risk factors.
 
 Additionally,
Kent International has developed a niche social networking website, www.chinauspals.com,
designed to promote cultural exchange between the citizens of the United States
and those of the People’s Republic of China.  Membership to the site
is free, thus, any potential revenues will be derived from advertisements placed
on the site by third parties.  The site provides users with access to
other users’ personal profiles and enables the user to send private messages to
other registered users of similar interests in order to develop lasting
friendships or simply attain a pen pal.  Chinauspals.com also features
user generated discussion forums and blogs as well as user submitted videos and
pictures.
  18
  We face
the risk that our website will not be viewable in China or will be deliberately
blocked by the government of the People’s Republic of China.  Internet
usage and content are heavily regulated in China and compliance with these laws
and regulations may cause us to change or limit our business practices in a
manner adverse to our business.
 
 The
Company does not expect that these activities will generate any significant
revenues for an indefinite period as these efforts are in their early
stages.  As a result, these programs may produce significant losses
until such time as meaningful revenues are achieved.
 
 NOTE
2 - Significant Accounting Policies
 
 Use
of Estimates
 
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period.  Actual results could differ from those
estimates.
 
 Cash
and Cash Equivalents
 
 Cash and
cash equivalents consist of cash in banks and brokerage firms.
 
 Short-term
Investments
 
 Short-term
investments consist of U.S. Treasury Bills with original maturities of six
months and are valued at cost plus accrued interest, which approximates fair
value.
 
 Basic
and Diluted Net Loss Per Share
 
 Basic
loss per common share is computed by dividing the net loss by the
weighted-average number of common shares outstanding.  Diluted loss
per share is computed by dividing the net loss by the sum of the
weighted-average number of common shares outstanding plus the dilutive effect of
shares issuable through the exercise of stock options.
 
 We have
excluded 120,000 and 291,150 Common Stock options from the calculation of
diluted loss per share for the years ended December 31, 2007 and 2006,
respectively, which, if included, would have an antidilutive
effect.
 
 Income
Taxes
 
 The
Company recognizes deferred tax assets and liabilities related to the expected
future tax consequences of events that have been recognized in the Company’s
financial statements and tax returns.  However, if it is more likely
than not that some portion or all of the net deferred tax assets will not be
realized, a valuation allowance is established and the tax benefit is not
recognized in the statements of operations.
  19
  New
Accounting Pronouncements
 
 FASB
issued SFAS No. 157 ("SFAS 157") “Fair Value Measurements” on
September 15, 2006.  SFAS 157 enhances existing guidance for measuring
assets and liabilities using fair value. Previously, guidance for applying fair
value was incorporated in several accounting pronouncements.  The new
statement provides a single definition of fair value, together with a framework
for measuring it, and requires additional disclosure about the use of fair value
to measure assets and liabilities.  While the statement does not add
any new fair value measurements, it does change current practice.  One
such change is a requirement to adjust the value of nonvested stock for the
effect of the restriction even if the restriction lapses within one
year.  SFAS 157 is effective for financial statements issued for
fiscal years beginning after November 15, 2007, and interim periods within those
fiscal years.  The adoption of SFAS 157 is not expected to have a
material impact on the financial statements of the Company.
 
 NOTE
3 – Property, Plant & Equipment
 
 Net
property, plant and equipment as December 31, 2007 consisted of (numbers in
thousands):
 
 2007Office
      Furniture and Equipment
              
              $
              7Less:
      Accumulated Depreciation
              
              
              (1
              )$
              6
 
 Website
Development Costs
 
 The
Company recorded a charge of approximately $38,000 in June 2007 to write off
certain website development costs related to our social networking website,
ChinaUSPals.com.  These costs were associated with a beta version of
the website that the Company is no longer utilizing.
 
 NOTE
4 - Income Taxes
 
 As of
December 31, 2007, the Company had approximately $77.6 million of net operating
loss carryforwards (“NOL”) for income tax purposes and approximately $1.85
million of research and development and foreign tax credit carryforwards
available to offset future federal income tax, subject to limitations for
alternative minimum tax.  The NOLs and tax credit carryforwards expire
in various years from 2008 through 2026.
 
 Income
tax expense for the years ended December 31, 2007 and 2006 consisted entirely of
New Jersey State income taxes.  The income tax expense for the years
ended December 31, 2007 and 2006 is different from the amount computed by
multiplying total earnings before income taxes by the statutory Federal income
tax rate of 34%.  The reasons for this difference and the related tax
effect are as follows (in 000's):
  20
 
 2007
              
              
              2006Loss
      before income taxes
              
              $
              (301
              )
              
              $
              (212
              )Statutory
      federal income tax rate
              
              
              34
              %
              
              
              34
              %Expected
      income tax benefit
              
              
              (102
              )
              
              
              (72
              )Increase
      in valuation allowance
              
              
              102
              
              
              
              72State
      income tax expense
              
              
              1
              
              
              
              1Provision
      for income taxes
              
              $
              1
              
              
              $
              1
 
 Deferred
income taxes reflect the net effects of (a) temporary differences between the
carrying amounts of assets and liabilities for financial statement purposes and
the amounts used for income tax purposes, and (b) operating loss and tax credit
carryforwards.
 
 The tax
effect of significant items comprising the Company’s net deferred tax asset as
of December 31, 2007 is as follows (in 000's):
 
 2007Net
      operating loss carryforwards
              
              $
              77,567Statutory
      federal income tax rate
              
              
              34
              %Expected
      income tax benefit
              
              
              26,373Research
      and development and other credits
              
              
              1,84828,221Valuation
      Allowance
              
              
              (28,221
              )Net
      deferred tax asset
              
              $
              -
 
 Management
believes the deferred tax assets as of December 31, 2007 do not satisfy the
realization criteria set forth in SFAS No. 109 and has recorded a valuation
allowance for the entire net tax asset.
 
 The Tax
Reform Act of 1986 contained provisions that may limit the NOL and credit
carryforwards available to be used in any given year upon the occurrence of
certain events, including significant changes in ownership of a company of
greater than 50% within a three-year period which results in an annual
limitation on the Company’s ability to utilize its NOLs and tax credit
carryforwards from tax periods prior to the ownership change.
 
 NOTE
5 - Operating Leases
 
 The
Company leases an automobile under an operating lease agreement that expires in
2008.  The automobile lease expense totaled $18,490 and $18,490 during
2007 and 2006, respectively.  The following is a schedule by year of
minimum rental payments required under the operating lease
agreement:
 
 2008
              
              $
              1,541
 
 The
Company had also leased office space at 376 Main Street, Bedminster, New Jersey
from an unaffiliated company for $1,800 per month ($21,600
annually).  In order to reduce costs, the Company terminated this
lease effective September 30, 2007.  The Company’s administrative
offices are now located at 211 Pennbrook Road, Far Hills, New
Jersey.
  21
  NOTE
6 - Stockholders’ Equity
 
 Preferred
Stock
 
 The
Company is authorized to issue 2,000,000 shares of $.002 par value preferred
stock, which may be issued with various terms in one or more series, as the
Board of Directors may determine. No preferred stock has been issued as of
December 31, 2007.
 
 Common
Stock
 
 In
October 2000, the Board of Directors approved a stock repurchase program
authorizing the Company to repurchase up to 320,000 shares of its Common Stock
at prices deemed favorable from time to time in the open market or in privately
negotiated transactions subject to market conditions, the Company’s financial
position and other considerations.  This program has no expiration
date.  During the years ended December 31, 2007 and 2006, the Company
acquired 2,000 and 24,984 shares, respectively at a cost of $5,343 and $68,328,
respectively.  As of December 31, 2007, 133,536 shares remaining
authorized for repurchase under the program.  All shares repurchased
were returned to the status of authorized but unissued shares.
 
 Stock
Option Plans
 
 Kent
International has issued certain common stock options to its employees,
directors and consultants.  At December 31, 2007, Kent International
had 120,000 common stock options outstanding.
 
 Until
December 31, 2005, the Company applied Accounting Principles Board Opinion No.
25 and related interpretations in accounting for its common stock
options.  Accordingly, no compensation cost had been recognized for
the common stock options issued.
 
 In
December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment," (“SFAS
123(R)”), a revision of SFAS 123, "Accounting for Stock-Based
Compensation.”  SFAS 123(R) requires that the compensation cost
relating to share-based payment transactions be recognized in financial
statements.  The compensation cost is measured based on the fair value
of the equity or liability instruments issued. SFAS 123(R) was effective as of
the beginning of the first interim or annual period beginning after December 15,
2005.  Kent International adopted SFAS 123(R) on January 1,
2006.  The adoption did not have an impact on the Company’s financial
position or results of operations as all stock options granted to date were
fully vested prior to January 1, 2006.
 
 The
Company’s 1986 Stock Option Plan (“1986 Plan”) authorizes the grant of stock
options to officers and employees of the Company to purchase an aggregate of
300,000 shares of common stock.  No options were granted under the
1986 Plan in 2007 or 2006.
 
 The
Company’s 1993 Equity Incentive Plan (“1993 Plan”), approved by the stockholders
on May 10, 1994, authorized the issuance of 340,000 shares through the grant of
options to purchase common stock, stock bonuses, and rights to purchase
restricted stock.  The 1993 Plan was terminated on December 9, 2003
and no further options may be awarded under this plan.
 
 The stock
options granted under either plan may be incentive stock options (“ISO”) or
nonstatutory stock options (“NSO”).  The Board of Directors may set
the rate at which the options expire, subject to limitations discussed
below.  However, no options shall be exercisable after the tenth
anniversary of the date of grant or, in the case of ISOs, three months following
termination of employment, except in cases of death or disability, for which the
time or exercisability is extended.  In the event of dissolution,
liquidation or other corporate reorganization, all stock options outstanding
under the 1986 Plan and the 1993 Plan would become exercisable in
full.
  22
  ISOs may
not be granted at an exercise price of less than the fair market value of the
common stock at the date of grant.  If an ISO is granted to an
employee who owns more than 10% of the Company’s total voting stock, such
exercise price shall be at least 110% of fair market value of the common stock,
and the ISO shall not be exercisable until after five years from the date of
grant.  The exercise price of each NSO may not be less than 85% of the
fair market value of the common stock at the date of grant.
 
 Each of
these plans also provides for stock appreciation rights, which may be granted
with respect to any stock option.  No stock appreciation rights have
been granted through December 31, 2007.
 
 A summary
of the status of the Company’s 1986 Plan and 1993 Plan as of December 31, 2007
and 2006 and changes during the years ended on those dates is presented
below:
 
 2007
              
              
              2006Shares
              
              
              Weighted-
                Average
                Exercise
                Price
              
              
              Range of
                Exercise
                Price
              
              
              Shares
              
              
              Weighted-
                Average
                Exercise
                Price
              
              
              Range of
                Exercise
                PriceOptions
      outstanding at the beginning of the year
              
              
              290,850
              
              
              $
              3.52
              
              
              $
              3.50
      - $7.34
              
              
              
              350,880
              
              
              $
              4.27
              
              
              $
              3.50
      - $12.80Expired
              
              
              (170,850
              )
              
              $
              3.54
              
              
              $
              3.50
      - $7.34
              
              
              
              (60,030
              )
              
              $
              7.90
              
              
              $
              5.00
      - $12.80Options
      outstanding at the end of the year
              
              
              120,000
              
              
              $
              3.50
              
              
              $
              3.50
              
              
              
              290,850
              
              
              $
              3.52
              
              
              $
              3.50
      - $7.34Options
      exercisable at the end of the year
              
              
              120,000
              
              
              $
              3.50
              
              
              $
              3.50
              
              
              
              290,850
              
              
              $
              3.52
              
              
              $
              3.50
      - $7.34
 
 The
status of other options awarded to certain directors and consultants is
summarized below:
 
 2007
              
              
              2006Shares
              
              
              Weighted-
                Average
                Exercise
                Price
              
              
              Range of
                Exercise
                Price
              
              
              Shares
              
              
              Weighted-
                Average
                Exercise
                Price
              
              
              Range of
                Exercise
                PriceOptions
      outstanding at the beginning of the year
              
              
              300
              
              
              $
              7.34
              
              
              $
              7.34
              
              
              
              6,250
              
              
              $
              5.92
              
              
              $
              5.00
      - $7.58Expired
              
              
              (300
              )
              
              $
              7.34
              
              
              $
              7.34
              
              
              
              (5,950
              )
              
              $
              5.85
              
              
              $
              5.00
      - $7.58Options
      outstanding at the end of the year
              
              
              -
              
              
              
              
              
              
              
              
              
              
              
              300
              
              
              $
              7.34
              
              
              $
              7.34Options
      exercisable at the end of the year
              
              
              -
              
              
              
              
              
              
              
              
              
              
              
              300
              
              
              $
              7.34
              
              
              $
              7.34
  23
  For all
options outstanding and exercisable at December 31, 2007, the exercise price
ranges are:
 
 Options
      Outstanding
              
              
              Options
      ExercisableRange
      of Exercise Prices
              
              
              Number
      Outstanding at December 31, 2007
              
              
              Weighted
      Average Remaining Life (in Years)
              
              
              Weighted
      Average Exercise Price
              
              
              Number
      Outstanding at December 31, 2007
              
              
              Weighted
      Average Remaining Life (in Years)
              
              
              Weighted
      Average Exercise Price$
              3.50
              
              
              
              120,000
              
              
              
              2.54
              
              
              $
              3.50
              
              
              
              120,000
              
              
              
              2.54
              
              
              $
              3.50
 
 
 NOTE
7 - Related Party Transactions
 
 A monthly
management fee of $21,000 is paid to Kent Financial Services, Inc. (“Kent”), a
Nevada corporation, for management services.  These services include,
among other things, periodic and other filings with the Securities and Exchange
Commission, evaluating merger and acquisition proposals, internal accounting and
shareholder relations.  This arrangement may be terminated at will by
either party.  Kent was the beneficial owner of approximately 53.25%
of the Company’s outstanding common stock at December 31, 2007.  Paul
O. Koether, Chairman of the Company is also the Chairman of Kent and the
beneficial owner of approximately 56.17% of Kent’s outstanding common
stock.  Bryan P. Healey, Chief Financial Officer of the Company is
also the Chief Financial Officer of Kent and the son-in-law of Paul O.
Koether.
 
 NOTE
8 – Separation Agreement
 
 Effective
August 31, 2007, Kent International, Kent Financial Services, Inc., and their
subsidiaries and affiliates entered into a separation and general release
agreement (the "Agreement") with Dr. Qun Yi Zheng.  Until that date,
Dr. Zheng was Kent International’s President and a member of its Board of
Directors.
 
 The terms
of the Agreement stipulate that the Company will:
 
 1.
              release
      Dr. Zheng from his obligations under his employment agreement dated
      November 1, 2005;
 2.
              allow
      Dr. Zheng to continue to have the use of a Mercedes Benz automobile and
      automobile insurance until February 23,
2008;
 3.
              pay
      Dr. Zheng a lump sum severance of
$130,000;
 4.
              assign
      to Dr. Zheng all present contracts with Schering-Plough totaling
      approximately $6,000 together with any related
  liabilities.
 
 In
return, Dr. Zheng agreed that he would resign effective August 31, 2007 from
employment and from all officer and directorship positions in the Company, Kent
Financial Services, Inc. and their subsidiaries and affiliates.
  NOTE
9 - Transfer of Patent Rights
 
 On
September 15, 2006, the Company entered into an asset purchase option agreement
to transfer certain patent rights to Accuthera, Inc., a Colorado corporation,
for $50,000 paid on September 15, 2006, and an additional $300,000 payable
within the following thirty-six (36) months.  These patents were
previously recorded on the Company’s books at a zero carrying
value.  The agreement stipulates that Accuthera, Inc. can terminate
the agreement at any time within the thirty-six (36) month period at which time
the patent rights would revert back to the Company without any additional
payment.  The Company has not recorded revenue or a corresponding
receivable for the additional payment as its receipt is believed to be
uncertain.
  24
  Item
      8. -
              CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
 
 None.
 
 Item 8A.
      -
              CONTROLS AND
      PROCEDURES
 
 Evaluation
of Disclosure Controls and Procedures
 
 As of the
end of the period covered by this report, the Company carried out, under the
supervision and with the participation of the Company’s management, including
its Chief Executive Officer and Chief Financial Officer, an evaluation of the
effectiveness of the design and operation of the Company’s disclosure controls
and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934) in ensuring that information required to be disclosed by
the Company in its reports is recorded, processed, summarized and reported
within the required time periods.  In carrying out that evaluation,
management identified a material weakness (as defined in Public Company
Accounting Oversight Board Standard No. 2) in our internal control over
financial reporting regarding a lack of adequate segregation of
duties.  Accordingly, based on their evaluation of our disclosure
controls and procedures as of December 31, 2007, the Company’s Chief Executive
Officer and its Chief Financial Officer have concluded that, as of that date,
the Company’s controls and procedures were not effective for the purposes
described above.
 
 There was
no change in the Company’s internal control over financial reporting (as defined
in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934)
during the quarter ended December 31, 2007 that has materially affected or is
reasonably likely to materially affect the Company’s internal control over
financial reporting.
 
 Management’s
Report on Internal Control over Financial Reporting
 
 Management
of the Company is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rule 13a-15(f) under the
Securities Exchange Act of 1934.  We have assessed the effectiveness
of those internal controls as of December 31, 2007, using the Committee of
Sponsoring Organizations of the Treadway Commission (“COSO”) Internal Control – Intergrated
Framework as a basis for our assessment.
 
 Because
of inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies and procedures may deteriorate.  All internal
control systems, no matter how well designed, have inherent
limitations.  Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement
preparation and presentation.
 
 A
material weakness in internal controls is a deficiency in internal control, or
combination of control deficiencies, that adversely affects the Company’s
ability to initiate, authorize, record, process, or report external financial
data reliably in accordance with accounting principles generally accepted in the
United States of America such that there is more than a remote likelihood that a
material misstatement of the Company’s annual or interim financial statements
that is more than inconsequential will not be prevented or
detected.  In the course of making our assessment of the effectiveness
of internal controls over financial reporting, we identified a material weakness
in our internal control over financial reporting.  This material
weakness consisted of inadequate staffing and supervision within the bookkeeping
and accounting operations of our company.  The relatively small number
of employees who have bookkeeping and accounting functions prevents us from
segregating duties within our internal control system.  The inadequate
segregation of duties is a weakness because it could lead to the untimely
identification and resolution of accounting and disclosure matters or could lead
to a failure to perform timely and effective reviews.
 
 25
  As we are
not aware of any instance in which the company failed to identify or resolve a
disclosure matter or failed to perform a timely and effective review, we
determined that the addition of personnel to our bookkeeping and accounting
operations is not an efficient use of our resources at this time.
 
 Because
of the above condition, the Company’s internal controls over financial reporting
were not effective as of December 31, 2007.
 
 This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by the
Company’s registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the Company to provide only
management’s report in this annual report.
 
 Item
      8B  -
              OTHER
      INFORMATION
 
 None.
  26
  PART III
 
 ITEM
      9.  -
              DIRECTORS, EXECUTIVE
      OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE
      WITH SECTION 16(a) OF THE EXCHANGE
ACT
 
 The Board
of Directors will serve until the next Annual Meeting or until their successors
have been duly elected and qualified.  The Company's officers are
elected by and serve at the leave of the Board.  The directors and
executive officers of the Company at April 25 were as follows:
 
 Name
              
              Age
              
              Position HeldPaul
      O. Koether
              
              71
              
              Chairman,
      Chief Executive Officer and DirectorJames
      L. Bicksler, Ph.D.
              
              70
              
              DirectorDiarmuid
      F. Boran
              
              48
              
              DirectorRocco
      Mastrodomenico
              
              34
              
              DirectorBryan
      P. Healey
              
              37
              
              Chief
      Financial Officer and Director
 
 Paul O. Koether,has been
Chairman and Chief Executive Officer since September 1998, as well as President
from October 2003 until November 2005 and August 2007 through the present, of
the Company.  Mr. Koether was Chairman from April 1988 to July 2005,
President from April 1989 to February 1997 and director from March 1988 to July
2005 of Pure World, Inc., (“Pure World”) and from December 1994 until July 2005
a director and from January 1995 to July 2005 Chairman of Pure World’s wholly
owned subsidiary, Pure World Botanicals, Inc., a manufacturer and distributor of
natural products.  Mr. Koether was Chairman and a Director of Sun
Equities Corporation, (“Sun”) a private company until Sun was merged into Pure
World in December 2004.  Mr. Koether was Chairman from 1990 until
August 2003 and a registered representative since 1989 of T. R. Winston &
Company, LLC. (“Winston”).  Since 1987, Mr. Koether has been Chairman,
Director and Chief Executive Officer of Kent Financial Services, Inc. (“Kent
Financial”) as well as President of Kent Financial from October 1990 until
November 2005 and August 2007 through present, and until December 31, 2003 when
it was dissolved, the general partner of Shamrock Associates, an investment
partnership which was the principal stockholder of Kent
Financial.  From November 2003 to December 2003, Mr. Koether was
General Partner of Emerald Partners, an investment partnership.  Bryan
P. Healey, Chief Financial Officer and Director of the Company is the son-in-law
of Paul O. Koether.
 
 James L. Bicksler, Ph.D.,Director of the Company since September 1998, has been a Professor of
Finance and Economics, School of Business, Rutgers University, since
1969.
 
 Diarmuid F. Boran,has been a
Director of the Company since May 2003.  Mr. Boran currently serves as
Vice President, Corporate Development for Enturia, Inc.  He has been
employed by the company since November 2006.  From March 2005 through
May 2006 he was the Entrepreneur in Residence for the Kansas Technology
Enterprise Corporation (KTEC) and also served as the Chief Business Officer for
Inverseon, Inc., one of KTEC’s portfolio companies, during a portion of this
time.  He worked as an independent consultant from January 2003 to
February 2005 and from April 2001 to October 2001.  From October 2001
to December 2002, Mr. Boran was employed by EMD Pharmaceuticals, Inc., an
affiliate of Merck KGaA, Darmstadt, Germany, most recently as Leader, Oncology
Licensing and Business Development.  From May 2000 to September 2000
Mr. Boran served as Senior Vice President, Business Development for DJ Pharma,
Inc. which was then acquired by Biovail Pharmaceuticals, Inc.  Mr.
Boran served as Senior Vice President, Business Development for Biovail until
April 2001.
  27
  Rocco Mastrodomenico, Director
of the Company since November 2005, is a Certified Public
Accountant.  Mr. Mastrodomenico is President of Imperial Consulting
Services, LLC since July 2005.  Mr. Mastrodomenico was a Supervisor
with Sobel & Company, LLC, a certified public accounting and consulting firm
from October 2002 until June 2005.  From August 2001 until September
2002, Mr. Mastrodomenico was a Proprietary Trader with Carlin Equities and from
March 2001 until August 2001 he was an Equity Research Associate with
Oppenheimer & Close.  From April 1999 until March 2001, Mr.
Mastrodomenico was a Financial Analyst with Winston and Controller of
PWBI.  From September 1996 to April 1999, Mr. Mastrodomenico was with
Deloitte & Touche, LLP.
 
 Bryan P. Healey,a certified
public accountant, has been Vice-President, Secretary and Chief Financial
Officer of the Company since May 2006 and a Director since November
2007.  Mr. Healey has also been Vice-President, Secretary and Chief
Financial Officer since May 2006 and a Director since November 2007 of Kent
Financial Services, Inc.  Since July 2006, Mr. Healey has been a
registered representative of T. R. Winston & Company, LLC.  From
September 1995 to April 2006, Mr. Healey was with Bowman & Company, L.L.P.,
the largest CPA firm in Southern New Jersey, in various positions including
audit manager from July 2001 to April 2006.
 
 Audit
Committee
 
 The Board
has an Audit Committee, which consists of Dr. Bicksler, Mr. Boran and Mr.
Mastrodomenico, each of whom has been determined by the Board to be
independent.
 
 Audit
Committee Financial Expert
 
 The Board
of Directors of the Company has determined that Rocco Mastrodomenico is an audit
committee financial expert as that term is defined under SEC rules.
 
 Nominating
Committee; Compensation Committee
 
 The Board
of Directors has neither a nominating committee nor a compensation
committee.  The Board believes that its numbers are sufficiently small
that nominations and determinations of compensation can be addressed by the
entirety of the Board.
 
 Code
of Ethics
 
 The
Company has adopted a Code of Ethics that applies to its principal executive
officer and principal financial officer.  Stockholders may write to
Bryan P. Healey, the Secretary of the Company, at the Company’s principal
executive office: 211 Pennbrook Road, P.O. Box 97, Far Hills, New Jersey 07931,
to request a copy of the Code of Ethics, and the Company will provide it to any
person without charge upon such request.
 
 ITEM
      10.  -
              EXECUTIVE
      COMPENSATION
 
 Summary
Compensation Table
 
 The table
shown below includes information concerning the annual compensation for services
in all capacities to the Company for the fiscal years ended December 31, 2007
and 2006, for those persons who were, at December 31, 2007 and 2006, the chief
executive officer, the principal financial officer and the most highly paid
executive officer other than the chief executive officer and principal financial
officer (the "Named Officers").  The Company did not compensate any
officers over $100,000 other than the Named Officers.
  28
 
 Name
      and Principal Position
              
              Year
              
              Salary
      (1)
              
              Bonus
              
              Option
      Awards
              
              All
      Other Compensation
              
              
              TotalPaul O. Koether
              
              2007Chief
      Executive Officer and Chairman of the Board
              
              2006Qun Yi Zheng
              
              2007
              
              $
              133,333
              
              
              
              
              
              $
              163,854
              (2)
              
              $
              297,188President
              
              2006
              
              
              200,000
              
              
              
              
              
              
              33,495
              (2)
              
              
              233,495Bryan P. Healey
              
              2007Chief
      Financial Officer, Principal Financial and Accounting
    Officer
              
              2006
 
 
 (1)
              Mr.
      Koether and Mr. Healey were elected to their current positions on
      September 20, 1998 and May 15, 2006, respectively, and receive no
      compensation or fees for their
services.
 (2)
              Amounts
      include $13,518 and $13,159 paid by Kent International in 2007 and 2006,
      respectively, for Dr. Zheng’s country club membership, $1,846 paid in 2007
      and 2006 for Dr. Zheng’s life insurance premiums and $18,490 paid in 2007
      and 2006, respectively, to lease an automobile used for business
      purposes.  All Other Compensation also includes $130,000 paid in
      accordance with the separation agreement with Dr. Zheng dated August 24,
      2007.  Dr. Zheng resigned effective August 31,
    2007.
 
 Outstanding
Equity Awards at Fiscal Year End
 
 No stock
options or stock appreciation rights were granted to the Named Executive
Officers in 2007 or 2006.
 
 The table
below contains information concerning the fiscal year-end value of unexercised
options held by the Named Executive Officers as of December 31,
2007.  No options were exercised by any Named Executive Officer in
2007 or 2006.
 
 Name
              
              Number
      of Securities Underlying Unexercised Options (#)
    Exercisable
              
              
              Number
      of Securities Underlying Unexercised Options (#)
    Unexercisable
              
              
              Equity
      Incentive Plan Awards: Number of Securities Underlying Unexercised
      Unearned Options (#)
              
              
              Option
      Exercise Price
              
              Option
      Expiration DatePaul O. Koether
              
              
              -
              
              
              
              100,000
              
              
              
              -
              
              
              $
              3.50
              
              07/16/10James L. Bicksler PhD.
              
              
              -
              
              
              
              20,000
              
              
              
              -
              
              
              $
              3.50
              
              07/16/10
 
 
 Long-Term
Incentive Plan Awards Table and Defined Benefit or Actuarial Plan
Table
 
 The
Company does not maintain any long-term incentive plans or defined benefit or
actuarial plans.
 
 Equity
Compensation Plan Information
 
 The
following table shows information with respect to each equity compensation plan
under which the Company’s Common Stock is authorized for issuance as of the end
of fiscal year 2007.
  29
 
 Plan
      Category
              
              (a)
      Number of Securities to be Issued Upon Exercise of Outstanding Options,
      Warrants and Rights
              
              
              (b)
      Weighted-Average Exercise Price of Outstanding Options, Warrants and
      Rights
              
              
              (c)
      Number of Securities Remaining Available for Future Issuance Under Equity
      Compensation Plans Excluding Securities Reflected in Column
      (a)Equity
      Compensation Plans Approved by Security Holders1986
      Stock Option Plan
              
              
              100,000
              
              
              $
              3.50
              
              
              
              200,0001993
      Equity Incentive Plan
              
              
              20,000
              
              
              
              3.50Equity
      Compensation Plans not Approved by Security HoldersTotal
              
              
              120,000
              
              
              $
              3.50
              
              
              
              200,000
 
 Director
Compensation Table
 
 Directors
who are not employees of the Company receive a monthly fee of $500 plus $1,000
for each day of attendance at board and committee meetings and $500 for each day
of attendance telephonically at board and committee meetings.  During
2007, the Company paid directors fees in the aggregate amount of approximately
$28,500.  The table below includes information about compensation paid
to our non-employee directors during 2007.
 
 Name
              
              Fees
      Earned or Paid in Cash
              
              
              TotalDiarmuid
      F. Boran
              
              $
              8,500
              
              
              $
              8,500James L. Bicksler
              
              
              10,000
              
              
              
              10,000Rocco Mastrodomenico
              
              
              10,000
              
              
              
              10,000$
              28,500
              
              
              $
              28,500
 
 
 ITEM
      11.  -
              SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS
 
 The
following table sets forth the beneficial ownership of Common Stock of the
Company as of April 25, 2008, by each person who was known by the Company to
beneficially own more than 5% of the Common Stock, by each current director and
nominee, each Named Executive Officer, and by all current directors and Named
Executive Officers as a group:
  30
 
 Number
      of Shares
              
              
              ApproximateName
      and Address of
              
              of
      Common Stock
              
              
              PercentBeneficial Owner
              
              Beneficially Owned(1)
              
              
              of ClassKent
      Financial Services, Inc.
              
              
              1,900,000
              
              
              
              53.25
              %211
      Pennbrook RoadPO
      Box 97Far
      Hills, NJ 07931Paul
      O. Koether (1)
              
              
              2,095,100
              (2)
      (3)
              
              
              57.12
              %211
      Pennbrook RoadPO
      Box 97Far
      Hills, NJ 07931James
      L. Bicksler
              
              
              20,000
              
              
              
              *96
      Inwood AveUpper
      Montclair, NJ 07043Rocco
      Mastrodomenico
              
              
              -
              
              
              
              -52
      Mill Road # 2Morris
      Plains, NJ  07950Bryan
      P. Healey (1)
      (4)
              
              
              1,909,000
              (2)
      (4)
              
              
              53.50
              %211
      Pennbrook RoadPO
      Box 97Bedminster,
      NJ 07931Biotechnology
      Value Fund
              
              
              725,606
              (5)
              
              
              20.34
              %227
      West Monroe StreetSuite
      4800Chicago,
      IL 60606All
      directors and officers as a group (4 persons)
              
              
              2,124,100
              
              
              
              57.60
              %
 ___________________________________
 *
Represents less than one percent.
 
 (1)This
table is based upon information supplied by the Company’s officers, directors
and principal stockholders and Form 4’s filed with the Securities Exchange
Commission (the “SEC”).  Unless otherwise indicated in the footnotes
to this table and subject to community property laws where applicable, the
Company believes that each of the stockholders named in this table has sole
voting and investment power with respect to the shares indicated as beneficially
owned.  Applicable percentages are based on 3,567,956 shares
outstanding on April 25, 2008, adjusted as required by rules promulgated by the
SEC.  Included in such number of shares beneficially owned are shares
subject to options currently exercisable or becoming exercisable within 60 days:
Paul O. Koether (100,000) and James L. Bicksler (20,000); and all directors and
executive officers as a group (120,000).
 
 (2)Includes
1,900,000 shares held by Kent Financial Services, Inc. (“Kent”), a Nevada
Corporation.  Mr. Koether is the Chairman and Chief Executive Officer
of Kent and Mr. Healey is the Secretary and Chief Financial Officer of
Kent.  Mr. Koether and Mr. Healey disclaim beneficial ownership of
those shares.
  31
  (3) Includes
32,100 shares held in Mr. Koether’s IRA.   Also includes 63,000
shares beneficially owned by the Marital Trust u/w/o Natalie
Koether.  As trustee, Mr. Koether may be deemed to own these shares
beneficially.
 
 (4) Includes
1,000 shares held in Mr. Healey’s IRA.  Also includes 8,000 shares
beneficially owned by Mr. Healey’s spouse.
 
 (5) According
to Form 4 filed on December 10, 2001 on behalf of Biotechnology Value Fund L.P.,
Biotechnology Value Fund II L.P., BVF Partners L.P., BVF, Inc., and BVF
Investments L.L.C. (collectively “Biotechnology Value Fund”).
 
 Section
16(a) Beneficial Ownership Reporting Compliance
 
 Section
16(a) of the Securities Exchange Act as amended and the regulations and rules
promulgated thereunder require the Company's officers, directors and persons who
own more than ten percent of a registered class of the Company's equity
securities (“Principal Owners”) , (i) file reports of ownership and changes in
ownership on Forms 3, 4 and 5 with the Securities and Exchange Commission and
the National Association of Securities Dealers and (ii) furnish copies of these
filings to the Company.
 
 Based
solely on the Company's review of the copies of such forms (and amendments) it
has received and representations from certain reporting persons that they were
not required to file Forms 5 for specified fiscal years, the Company believes
that all its officers, directors and Principal Owners complied with all filing
requirements applicable to them with respect to transactions during fiscal
2007.
 
 ITEM
      12.  -
              CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
      INDEPENDENCE
 
 Certain
Relationships and Related Transactions
 
 A monthly
management fee of $21,000 is paid to Kent Financial Services, Inc. (“Kent”), a
Nevada corporation, for management services.  These services include,
among other things, periodic and other filings with the Securities and Exchange
Commission, evaluating merger and acquisition proposals, internal accounting and
shareholder relations.  This arrangement may be terminated at will by
either party.  Kent was the beneficial owner of approximately 53.25%
of the Company’s outstanding common stock at December 31, 2007.  Paul
O. Koether, Chairman of the Company is also the Chairman of Kent and the
beneficial owner of approximately 56.17% of Kent’s outstanding common
stock.  Bryan P. Healey, Chief Financial Officer of the Company is
also the Chief Financial Officer of Kent and the son-in-law of Paul O.
Koether.
  32
  ITEM
      13.  -
              EXHIBITS
 
 The following exhibits are
filed as part of this report:
 
 ExhibitNumber
              
              Description of Document3.1
              
              Articles
      of Incorporation of Kent International Holdings, Inc. (1)3.2
              
              Bylaws
      of Kent International Holdings, Inc. (1)3.3
              
              Certificate
      of Designation for Series A Junior Participating Preferred Stock. (2)10.11
              
              Separation
      Agreement and General Release between Dr. Qun Yi Zheng, Kent Financial
      Services, Inc., Kent International Holdings, Inc., and their subsidiaries
      dated August 24, 2007. (3)10.39
              
              Amended
      and Restated 1986 Incentive Stock Option Plan of the Company.(4)**10.41
              
              1993
      Equity Incentive Plan of the Company, as amended.(5)**23.1
              
              Consent
      of Paritz & Company, P.A.***31.1
              
              Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act of
    2002***31.2
              
              Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act of
    2002***32
              
              Certification
      pursuant to Section 906 of the Sarbanes-Oxley Act of
    2002***
 
 __________________________
 
 (1)
              Filed
      as an exhibit to the Company’s Definitive Information Statement on Form
      DEF 14C filed April 21, 2006, film number 06771307, and incorporated
      herein by reference.
  (2)
              Filed
      as an exhibit to the Company’s annual report on Form 10-K for the year
      ended December 31, 1995, and incorporated herein by
    reference.
  (3)
              Filed
      as an exhibit to the Company’s Form 8-K filed on September 04, 2008, and
      incorporated herein by reference.
  (4)
              Filed
      as an exhibit to the Company’s Registration Statement of Form S-1, filed
      October 13, 1992, file number 33-53244, or amendments thereto and
      incorporated herein by reference.
  (5)
              Filed
      as an exhibit to Cortech, Inc.’s annual report on Form 10-K for the year
      ended December 31, 1997, and incorporated herein by
    reference.
  
 **
              Compensatory
      Plan.
 ***
              Filed
      herewith.
 
 Item
      14.  -
              PRINCIPAL ACCOUNTANT
      FEES AND SERVICES
 
 Year
ended December 31, 2007
 
 Audit
Fees:  The aggregate fees, including expenses, billed by Paritz in
connection with the audit of the Company’s consolidated financial statements and
for the review of the Company’s financial information included in the Company’s
Annual Report on Form 10-KSB for the fiscal year ending December 31, 2007 were
$13,000.  The aggregate fees, including expenses, billed by Paritz in
connection with the review of the Company’s financial information included in
the Company’s quarterly reports on Form 10-QSB filed during the fiscal year
ending December 31, 2007 were $4,500.
 
 Audit
Related Fees: No audit related fees were billed to the Company by Paritz in
2007.
 
 Tax Fees:
The aggregate fees, including expenses, billed by Paritz in connection with the
preparation of income tax returns for the Company during fiscal year ended
December 31, 2007 were $2,000.
 
 All Other
Fees: No other fees were billed to the Company by Paritz during
2007.
  33
  Year
ended December 31, 2006
 
 Audit
Fees:  The aggregate fees, including expenses, billed by Paritz in
connection with the audit of the Company’s consolidated financial statements and
for the review of the Company’s financial information included in the Company’s
Annual Report on Form 10-KSB for the fiscal year ending December 31, 2006 were
$13,000.  The aggregate fees, including expenses, billed by APM in
connection with the review of the Company’s financial information included in
the Company’s quarterly reports on Form 10-QSB filed during the fiscal year
ending December 31, 2006 were $9,924.
 
 Audit
Related Fees: The aggregate fees, including expenses, billed by APM related to
the issuance of their consent of their 2005 opinion to be included in the
Company’s 2006 audit report were $3,500.
 
 Tax Fees:
The aggregate fees, including expenses, billed by APM in connection with the
preparation of income tax returns for the Company during fiscal year ended
December 31, 2006 were $2,515.
 
 All Other
Fees: The aggregate fees, including expenses, billed by APM in connection with
preliminary due diligence services on potential acquisitions were
$2,175.
 
 Audit
Committee Pre-Approval Policies and Procedures
 
 The Audit
Committee pre-approved all non-audit work performed by the Company’s principal
accountant, specifically, the preparation of income tax returns for the
Company.
  34
  SIGNATURES
 
 In
accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
  KENT
      INTERNATIONAL HOLDINGS, INC.March
      17, 2008
                
                By:
                /s/ Paul O. KoetherPaul
      O. KoetherChairman
      and Chief Executive Officer
 In
accordance with the Exchange Act, this report has been signed by the following
persons on behalf of the registrant and in the capacities and on the dates
indicated.
 
 Signature
              
              Capacity
              
              Date/s/ Paul O. Koether
              
              Chairman
      and Chief Executive
      Officer
              
              March
      17, 2008Paul
      O. Koether(Principal
      Executive Officer)/s/ Bryan P. Healey
              
              Chief
      Financial Officer, Treasurer, Secretary and Director
              
              March
      17, 2008Bryan
      P. Healey
              
              (Principal
      Financial And Accounting Officer)/s/ Diarmuid Boran
              
              Director
              
              March
      17, 2008Diarmuid
      Boran/s/ James L. Bicksler
              
              Director
              
              March
      17, 2008James
      L. Bicksler/s/ Rocco Mastrodomenico
              
              Director
              
              March
      17, 2008Rocco
      Mastrodomenico